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CIO Employment Agreement - James M. Ditmore

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Sectors: Financial Services
Effective Date: January 03, 2001
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EMPLOYMENT AGREEMENT, dated January 3,2001 between Ameritrade Holding Corporation (the "Corporation"), and James M. Ditmore (the "Executive").


RECITALS


The Corporation desires to assure to the Corporation the benefits of the Executive's expertise and knowledge, and the Executive, in turn, desires full-time, at-will employment with the Corporation, on the terms provided in this Agreement.


Accordingly, in consideration of the mutual agreements contained in this Agreement, the parties agree as follows:


ARTICLE I


FULL-TIME EMPLOYMENT OF EXECUTIVE


1.1 DUTIES AND STATUS.


(a) Titles, Authority and Reporting. The Corporation hereby continues the employment relationship of Executive as a full-time, at-will employee, effective as January 3, 2001, and the Executive accepts such employment, on the terms and conditions set forth in this Agreement. During his employment with the Corporation, the Executive shall hold such titles (presently, Chief Information Officer), shall exercise such authority and shall perform such executive duties as are assigned to him by the Chairman of the Board of the Corporation or his designee. The Executive shall report to the Chief Executive Officer of the Corporation or to such other individual designated by the Chairman of the Board of the Corporation.


(b) Full-time Efforts. During his employment with the Corporation, the Executive shall devote his full professional time and efforts to the business of the Corporation and will not engage in consulting work or any trade or business of his own account or for or on behalf of any other individual or entity.


(c) Inability to Perform. During his employment with the Corporation, the Executive shall be entitled to vacation and leave for illness or temporary disability in accordance with the Corporation's policies for its senior executive officers. Any leave on account of illness or temporary disability which is short of a long term disability (as determined by the Corporation in its discretion) shall not constitute a breach of this Agreement by the Executive, but leave on account of a long term disability (as determined by the Corporation in its discretion) shall be deemed to result in a voluntary termination by the Executive of the Executive's employment with the Corporation.


(d) Guidelines and Laws. During his employment with the Corporation, the Executive shall at all times comply with the Corporation's Equity Ownership and Disposition Guidelines (which currently generally require the Executive to own Corporation stock valued at


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two (2) times the Executive's base salary) no later than January 31, 2004. In addition, during his employment with the Corporation, the Executive shall at all times comply with all applicable Corporation policies and all applicable federal, state and local laws.


(e) Assistance with Claims. During his employment with the Corporation, and for a reasonable time thereafter, the Executive will provide reasonable assistance to the Corporation and/or its affiliates in defense or prosecution of claims against or by the Corporation and/or its affiliates, to the extent that the Executive has knowledge or information that, in the judgment of the Corporation, could be of such assistance. The Corporation shall reimburse the Executive for any reasonable out-of-pocket expenses associated with such assistance.


1.2 COMPENSATION AND GENERAL BENEFITS. As compensation for his services under this Agreement, the Executive shall be compensated as follows:


(a) Base Salary. Executive's current base salary is $350,000 per year, payable on the Corporation's regular schedule for executive pay. The Executive's base salary is subject to review and adjustment from time-to-time as deemed appropriate by the Board of the Corporation or its designee.


(b) Benefit Programs. During his employment with the corporation, the Executive shall be entitled to participate in the Corporation's employee benefit programs generally available to its senior executive employees, pursuant to the terms of those programs. The Corporation retains the right to terminate or amend these programs from time-to-time as it deems appropriate.


The compensation and benefit programs in which the Executive shall participate on January 3, 2001 include, but are not limited to, the following:


1. Incentive Bonus. The Executive is eligible to receive an annual incentive bonus, payable at the same time as other executives, in accordance with all of the terms of the Corporation's annual incentive bonus program. This program provides for a threshold bonus of thirty percent (30%) of base salary, a targeted bonus of sixty percent (60%) of base salary, and a maximum bonus of ninety percent (90%) of base salary, with no bonus paid for performance below the threshold.


2. Nonqualified Stock Options. The Executive will be eligible for stock option grants at the discretion of the Compensation Committee of the Board of Directors.


Subject to Compensation Committee approval, the Executive's unvested
stock options will vest in the event the Executive's employment is
terminated other than "for cause" (as defined in Section 4.2 (C)
within 6 months following a change of control. For this purpose,
change of control means (A) the completion of a plan of complete
liquidation of the Corporation which has been approved by the
Corporation's shareholders, (B) the sale or disposition by the
Corporation of all or substantially all of the assets of the
Corporation (or any transaction having a similar effect), or (C) the
consummation of a merger or consolidation of the Corporation with any
other Corporation, other than (i) a merger or consolidation


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which would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity) more than 50% of the combined voting power of
the voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation (ii) a
merger or consolidation effected to implement a recapitalization of
the Corporation (or similar transaction).


No unvested stock options will vest upon the Executive's termination of employment, except as indicated above with respect to a change of control.


3. Paid Time Off/Vacation. The Executive
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